Monday, April 30, 2012

Reuters: Mergers News: China's SMIC buying Hiroshima DRAM plant an option for Elpida -Nikkei

Reuters: Mergers News
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China's SMIC buying Hiroshima DRAM plant an option for Elpida -Nikkei
May 1st 2012, 05:45

Tue May 1, 2012 1:45am EDT

* Hony may sell Hiroshima ops to SMIC if Elpida bid a success -Nikkei

* SK hynix, Toshiba, GlobalFoundries, joint plan possible -Nikkei

* 2nd-round bids for Elpida due late this week

TOKYO, May 1 (Reuters) - China's Hony Capital plans to sell or outsource the operations at Elpida Memory's Hiroshima DRAM plant to Semiconductor Manufacturing International Corp (SMIC) if its bid for the bankrupt Japanese chipmaker is successful, the Nikkei business daily said on Tuesday.

The scenario involving Hony, which is bidding along with fellow private equity firm TPG Capital, and China's top chipmaker, was drawn up by the Chinese government, the Nikkei said citing a banking source, and is one of a few being mentioned surrounding the takeover of Elpida.

Chipmakers such as U.S.-based Micron Technology, Japan's Toshiba Corp and South Korea's SK hynix , have all been linked to the auction for the world's third-largest maker of dynamic random access memory (DRAM) chips, in which second-round bids are due late this week.

Hony's parent, Legend Holdings, is also the top shareholder in Lenovo Group, which relies on DRAM chips from Elpida and Samsung Electronics for its computers and smartphones, the Nikkei wrote.

But price disputes with Samsung have led Lenovo to increase its dependence on Elpida for supply, causing Lenovo worries about chip supplies if Elpida fell into the hands of others, the Japanese paper added.

Representatives of Hony Capital were not available to comment on Tuesday, a May 1 holiday in many Asian countries.

Another plan under discussion involved a joint bid for Elpida, with SK hynix getting Elpida's main technology, Toshiba taking its Taiwan factory and U.S.-based GlobalFoundries receiving the Hiroshima plant, the Nikkei said.

Last week, a source close to Toshiba told Reuters the Japanese company would not participate in the second round of bidding after talks stalled on a joint bid with potential partners including SK hynix, but did not rule out joining up with the eventual winner of Elpida.

On Thursday, SK hynix said it is still reviewing the books of Elpida for a possible bid.

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Reuters: Mergers News: Market Chatter - Corporate finance press digest

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Market Chatter - Corporate finance press digest
May 1st 2012, 04:30

BANGALORE | Tue May 1, 2012 12:30am EDT

BANGALORE May 1 (Reuters) - The following corporate finance-related stories were reported by media on Tuesday:

* Bank of America Corp is planning to cut up to 400 jobs in its investment banking, corporate banking, and sales and trading units, the Wall Street Journal reported, citing people familiar with the situation.

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Reuters: Mergers News: UPDATE 1-Japan's Mitsui, Mitsubishi to buy Australia LNG stake for $2 bln

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UPDATE 1-Japan's Mitsui, Mitsubishi to buy Australia LNG stake for $2 bln
May 1st 2012, 00:59

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Mon Apr 30, 2012 8:59pm EDT

  * Mitsui, Mitsubishi to buy 14.7 pct stake for $2 bln      * The two firms to help in financing, to take 1.5 mln tonnes  of gas a year      * Woodside shares up as much as 4 pct          SYDNEY, May 1 (Reuters) - Japan's Mitsui & Co and  Mitsubishi Corp will jointly buy a 14.7 percent stake  in an Australian LNG project from Woodside Petroleum   for $2 billion, underscoring Japan's demand for gas in the face  of a drastically reduced nuclear power generating capacity.           The announcement of the deal in a Australian Securities  Exchange filing sent Woodside shares up more than 4 percent to a  near two month high. By 0030 GMT, the shares were trading 4.1  percent higher at A$36.33 ($37.82).           The two firms agreed to buy the Woodside stake through a  company called Japan Australia LNG (MIMI Browse)Pty Ltd that  would give them a 16 interest in Woodside's East Browse and 8.1  percent in West Browse ventures.              They also agreed to take 1.5 million tonnes of gas a year  from the project, and offered Woodside help with getting  competitive finance from Japanese banks for the Browse project,  estimated by analysts as likely to cost around A$30 billion ($31  billion).             Woodside said its stake in the project will fall to 31.3  percent from 46 percent. It will remain the operator of the  project.              "The level of interest shown during this process reflects  the strong ongoing demand for LNG from premium developments such  as this," Woodside Chief Executive Peter Coleman said in the  statement.            Japan, the world's largest liquefied natural gas (LNG)  importer, is racing to secure gas supplies as LNG substitutes  lost nuclear capacity.        Japan's nuclear capacity, which previously accounted for  about a third of the country's electricity production, has  slowly been taken offline since the Fukushima crisis last year  triggered nuclear safety concerns.            Japanese firms have stakes in at least five other Australian  LNG projects, and are said to be eyeing the stake sale in BG's   Curtis gas project.          Australia has $200 billion of proposed liquefied natural gas  export projects with plans to add more than 80 million tonnes  per annum (mtpa) of LNG production before the end of the decade  to become the world's leading LNG exporter, surpassing Qatar.                             A deal would finalise the auction process Woodside announced  in January after receiving approaches from several companies   and allows Woodside to extract early value from the project.          It also adds some certainty to project that has been dogged  by a dispute among the its partners --Shell, BP,  Chevron, and BHP Billiton  -- over the  best location to process the gas.             There is also mounting external opposition to building a gas  processing plant at James Price Point, which is favoured by  Woodside.             Last month, Australia gave partners in the Browse project  off its western coast more time to reach a final investment  decision, as attempts are made to end in-fighting and quell  opposition from environmentalists and landowners.  
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Reuters: Mergers News: Japan's Mitsui, Mitsubishi to buy Australia LNG stake for $2 bln

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Japan's Mitsui, Mitsubishi to buy Australia LNG stake for $2 bln
Apr 30th 2012, 23:42

SYDNEY | Mon Apr 30, 2012 7:42pm EDT

SYDNEY May 1 (Reuters) - Japan's Mitsui & Co and Mitsubishi Corp have agreed to jointly buy a 14.7 percent stake in an Australian LNG project from Woodside Petroleum for $2 billion and to buy 1.5 million tonnes of gas a year from the project.

The two firms, through a company called Japan Australia LNG, have also offered assistance in getting financing for the Browse project, estimated by analyst to cost around A$30 billion ($31 billion), from Japanese banks.

Woodside, which has accepted the offer, said its stake in the project will fall to 31.3 percent from 46 percent. It will remain the operator of the project.

The other stakeholders in the project are BHP Billiton , BP, Chevron and Shell, which have pre-emptive rights on the stake sale.

Last month, Australia gave partners in the Browse project off its western coast more time to reach a final investment decision, as attempts are made to end in-fighting and quell opposition from environmentalists and landowners.

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Reuters: Mergers News: PRESS DIGEST - Financial Times - May 1

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PRESS DIGEST - Financial Times - May 1
Apr 30th 2012, 23:59

Mon Apr 30, 2012 7:59pm EDT

Financial Times

MICROSOFT MUSCLES IN ON EBOOKS

Microsoft is challenging Amazon and Apple in the fast-growing ebook market with a $300 million investment in a new Barnes & Noble subsidiary that will give the software group its own stake in a digital bookstore for tablets, smartphones and PCs.

COCA-COLA IN TALKS FOR MONSTER TAKEOVER

Coca-Cola is in talks with Monster Beverage, the U.S. energy drink maker, about a potential takeover that would rank among its biggest ever acquisitions, according to people familiar with the situation.

AIRLINE LEVY COULD AID UK BORDER CHAOS

Airlines using London's Heathrow airport would pay higher landing fees to help sort out Britain's border chaos under a plan backed by David Cameron.

SORRELL'S TOTAL REMUNERATION CLIMBS 60 PERCENT

WPP handed its chief executive a 60 percent increase in total pay for last year in spite of suffering a revolt last June by shareholders over executive rewards at the company.

FOUR SEASONS PURCHASE TO SLOW HANDS DEAL

Guy Hands, the veteran UK private equity investor, has completed his last deal for the foreseeable future, betting on the British care home sector to help recoup some of the money he lost on the doomed EMI music buyout.

PROFUMO SALARY CUT TO SET TONE AT LENDER

The new chairman of Italy's third-largest bank by assets has taken a big cut in salary in a bid to win support for a turnround plan at the 500-year-old Monte dei Paschi di Siena .

POSSIBLE DIRECT LINE PURCHASER EMERGES

Edi Truell's new bid vehicle has approached Royal Bank of Scotland about a possible multi-billion pound purchase of its Direct Line insurance arm.

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Reuters: Mergers News: Woodside shares jump on sale of LNG stake for $2 bln

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Woodside shares jump on sale of LNG stake for $2 bln
May 1st 2012, 00:15

SYDNEY | Mon Apr 30, 2012 8:15pm EDT

SYDNEY May 1 (Reuters) - Shares in Australia's Woodside Petroleum jumped nearly 4 percent on Tuesday after it agreed to sell a 14.7 percent stake in its Browse LNG project to Japan's Mitsui & Co and Mitsubishi Corp for $2 billion.

Woodside's shares touched a high of A$36.30 and last traded up 3.9 percent at A$36.27 after the announcement.

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Reuters: Mergers News: TIMELINE-Canada's TMX Group in play

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TIMELINE-Canada's TMX Group in play
Apr 30th 2012, 22:21

April 30 | Mon Apr 30, 2012 6:21pm EDT

April 30 (Reuters) - A consortium bidding for TMX Group , the operator of Canada's biggest stock exchange, extended its C$ 3.8 billion offer for the seventh time on Monday as it works to resolve regulatory concerns.

Maple also said it has reached agreements to buy Alpha Group, TMX's biggest competitor in stock trading, as well as clearing system Ca nadian Depository for Securities Ltd .

Following is a list of the major events related to Maple Group's efforts to take over TMX, owner of the Toronto Stock Exchange and other Canadian markets.

2011

Feb. 9 - TMX and the London Stock Exchange announce a $3 billion friendly deal that they characterize as "a merger of equals".

May 14 - TMX says it has received an approach from a consortium of Canadian banks and funds called the Maple Group. LSE says it remains committed to the deal. Maple submits its formal bid the following day and says its C$3.6 billion proposal offers a 24 percent premium on the LSE's deal.

May 20 - TMX rejects Maple's bid and asks its shareholders to support the LSE plan.

June 22- Maple raises its hostile bid to C$3.8 billion.

June 28 - TMX and LSE terminate their proposal after it becomes obvious that the deal will not win the necessary two-thirds support at a TMX shareholder vote.

July 21 - TMX authorizes its board to hold takeover discussions with Maple Group.

Oct 30 - TMX agrees to support Maple's bid of C$3.8 billion, or C$50 a share, which is now set to expire on Jan. 31, as Maple seeks regulatory approvals.

Nov 29 - In a late-night statement, TMX Group says the federal Competition Bureau has "serious concerns" about the deal, including the impact it would have on equities trading as well as clearing and settlement services.

Dec. 1 - Maple tells an OSC public hearing that it could give regulators the right to supervise clearing and settlement prices to ease competition concerns.

2012

Jan-April - The deal is extended three more times, including Monday's extension.

March 15 - Quebec's regulator says it intends to approve the proposed takeover, which will also put Alpha Group and the Canadian Depositary for Securities, a clearing house run by some of the banks that form Maple Group, under the TMX umbrella. Maple Group says Ontario regulators will publish draft orders for a 30-day public comment period before a final decision.

April 27 - Maple says it hopes to extend its $3.8 billion offer but is working to resolve regulatory concerns. TMX shares rise 6 percent as investors interpret the statement as a cautiously optimistic sign that the deal might go through.

April 30 - Maple extends for the seventh time its bid offer to May. 31. It also says it reached deals to buy Alpha Group for C$175 million, as well as CDS for C$167.5 million.

It also extended its support agreement with TMX to July 31, after which parties can walk away from talks.

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Reuters: Mergers News: UPDATE 1-Losses at Dewey mount as deal talks continue

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UPDATE 1-Losses at Dewey mount as deal talks continue
Apr 30th 2012, 22:14

Mon Apr 30, 2012 6:14pm EDT

April 30 (Reuters) - Eleven more partners have jumped ship from Dewey & LeBoeuf, as the troubled law firm scrambled on Monday to close a deal with another firm and secure a loan extension as a deadline loomed.

New-York based Dewey is now in discussions with at least two other law firms, including Patton Boggs, according to a person familiar with the matter. The firm, hobbled by high debt and a criminal investigation of its former chairman, disclosed on Sunday that it had ended talks on a potential deal with rival firm Greenberg Traurig.

Between Friday and Monday, Dewey removed at least seven partners' names from its website. On Monday, other firms announced additional defections.

The continuing departures pose a problem for firms considering a merger with Dewey, since they cannot guarantee which lawyers will stay, said Mark Jungers, a recruiter with Lippman Jungers LLC.

The 11 partners include Gordon Warnke, the chairman of Dewey's tax department and a member of the firm's executive committee. Warnke, who joined Linklaters with partner Joseph Pari, could not be reached for comment on Monday. The firm has lost at least 86 of its 300 partners since the beginning of the year.

The most recent departures came as Dewey raced against the clock to avoid defaulting on roughly $75 million in loan debt due on Monday to a bank group led by JPMorgan Chase & Co .

As of mid-afternoon on Monday, Dewey and its lenders were still engaged in meetings in the hope of working out an extension for the deadline, two people familiar with the matter said.

A source said on Sunday that the sides were close to securing a 90- to 120-day extension, but that was before talks with Greenberg Traurig fell through.

That revelation, along with the Manhattan district attorney's ongoing probe into the firm's finances, has complicated negotiations with banks, one of the sources said.

Dewey sent a memo to firm partners on Friday saying that Manhattan District Attorney Cyrus Vance was investigating "allegations of wrongdoing" by former Dewey Chairman Steven Davis. Davis, who was ousted from management positions by the firm on Sunday, has denied any wrongdoing and has retained criminal lawyer Barry Bohrer of Morvillo, Abramowitz, Grand, Iason, Anello & Bohrer.

Dewey said on Sunday it was in "discussions with other firms about a possible transaction and will consider those and other options for the firm moving forward."

Those firms include Patton Boggs, which is exploring opportunities short of a full merger, a person familiar with the matter said.

Edward Newberry, managing partner of Patton Boggs, said in a statement that his firm from time to time has "conversations with other firms in connection with our interest in making strategic acquisitions to strengthen our practice.

"We have only the highest regard for the lawyers at Dewey & LeBoeuf," he added.

Dewey spokesman Angelo Kakolyris declined comment on the talks with Patton Boggs.

The New York Times reported on Sunday that Dewey was also in talks with SNR Denton. Jeff Scalzi, a spokesman for SNR Denton, said in a statement that the firm enjoys "strong relationships with many law firms around the world," but does not comment "on rumors about specific discussions" to hire lawyers.

PARTNER LOSSES

Other newly departed partners are Marshall Stoddard Jr., a partner in New York and Los Angeles who was the U.S. head of the firm's bank and institutional finance practice group.

Also leaving Dewey for Morgan Lewis is Charles Moore, a Houston utilities partner and former general counsel of the U.S. Federal Energy Regulatory Commission.

"(A)s every day's events unfolded, it seemed pretty clear if there was a better opportunity somewhere else I should take it," Moore said on Monday.

Covington & Burling announced on Monday that it hired capital markets partners Don Murray and Eric Blanchard in New York.

Clifford Chance said it brought on board two lawyers in New York: Howard Adler, co-chair of Dewey's tax practice, and Gary Boss, an insurance partner.

Meanwhile, Gibson, Dunn & Crutcher announced on Sunday that it hired Peter Gray, a Dubai-based Dewey partner focused on international litigation and international arbitration.

Gary Apfel, the Los Angeles co-chair of Dewey's consumer financial services group, joined Pepper Hamilton on Monday. Apfel left Dewey on Wednesday, according to Dewey spokesman Duncan Miller.

Dewey separately removed New York corporate partner Linda Ramson from its website. Miller could not confirm she left the firm and calls and e-mails to her office at Dewey were not returned.

Miller declined to comment further on the departures. ((nate.raymond@thomsonreuters.com)(1-917-403-0130)(347-243-6917 )

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Reuters: Mergers News: AMR posts $807 million loss in March

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AMR posts $807 million loss in March
Apr 30th 2012, 20:40

April 30 | Mon Apr 30, 2012 4:40pm EDT

April 30 (Reuters) - AMR Corp, the bankrupt parent of American Airlines, posted a net loss of $807 million for March and said it spent more than $2 billion on fuel, wages and other expenses.

The company spent $779 million on fuel and $597 million on wages, salaries and benefits, it said in its monthly operating report filed with the SEC.

Total operating expenses amounted to $2.10 billion, while operating revenue totaled $2.20 billion for March.

AMR ended the month with $4.82 billion in cash and short-term investments.

The company filed for Chapter 11 protection last year, saying its labor costs are higher than rivals that used bankruptcy previously to restructure.

AMR is trying to convince its bankruptcy court to let it void labor deals it has with unions that do not willing give the concessions the airline says it needs to survive.

The company has said it needs to trim its costs by $2 billion a year.

Earlier this month, labor groups at American Airlines said they support a potential merger with rival US Airways Group Inc in a deal they say would save more jobs than a plan by parent AMR Corp to reorganize as a stand-alone carrier.

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Reuters: Mergers News: UPDATE 1-Maple extends bid for Canada's TMX Group; to buy Alpha

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UPDATE 1-Maple extends bid for Canada's TMX Group; to buy Alpha
Apr 30th 2012, 21:28

Mon Apr 30, 2012 5:28pm EDT

TORONTO, April 30 (Reuters) - Maple Group, the consortium of Canadian financial institutions bidding to buy the operator of the Toronto Stock Exchange, extended its C$3.8 billion ($3.85 billion) offer for a seventh time on Monday.

Extending its bid for TMX Group to May 31, Maple also said it had agreed to buy Alpha Trading Systems, Canada's second biggest stock trading venue, and the Canadian Depository System for Securities clearing system.

TMX also runs the TSX Venture Exchange and the Montreal Exchanges for derivatives. The buyers are waiting for several provincial regulatory bodies and the federal Competition Bureau to sign off on the deal before it can go ahead.

Maple, whose 13 members include most of Canada's biggest banks as well as pension funds, a giant insurer and other financial groups, has always said it wants to combine TMX with bank-owned Alpha. It also wants to wrap in the CDS, the clearing system for trades.

Critics have argued that the deal would concentrate too much power in the hands of a single player, creating a near monopoly of stock market trading and clearing operations, and TMX shares have consistently traded below Maple's C$50 a share offer.

TMX shares closed up 40 Canadian cents, or 0.9 percent, at C$45.10 on the Toronto Stock Exchange on Monday.

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Reuters: Mergers News: UPDATE 1-BofA directors fight back over $20 mln settlement

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UPDATE 1-BofA directors fight back over $20 mln settlement
Apr 30th 2012, 20:40

Mon Apr 30, 2012 4:40pm EDT

* Directors say shareholders have no right to intervene

* Shareholders call $20 mln accord grossly inadequate

* Delaware plaintiffs say to file response on May 4

By Jonathan Stempel

April 30 (Reuters) - Bank of America Corp directors rejected allegations by unhappy shareholders that their proposed $20 million settlement of litigation over the purchase of Merrill Lynch & Co was made "on the cheap" and was the product of collusion.

The accord would resolve a New York lawsuit claiming the bank's board, including former Chief Executive Officer Kenneth Lewis, had hidden how Merrill was headed toward an eventual $15.84 billion quarterly loss, even as it was paying $3.6 billion of bonuses.

The settlement also called for governance changes, including the creation of a board-level committee of independent bank directors to assess major new transactions, court papers show.

Bank of America did not reveal the scope of Merrill's losses until after shareholders approved the merger in December 2008.

In a Friday night filing in the U.S. District Court in Manhattan, directors said the objecting shareholders had no authority to block the settlement, which the shareholders fear would wipe out their claims in a similar lawsuit in Delaware.

The directors said the shareholders had waited an "inexcusably" long three years to get involved in the case and called their $5 billion damages claim "outrageous."

The directors also said there was "nothing collusive" about settlement talks.

"At bottom, the Delaware plaintiffs' arguments amount to nothing more than a dressed-up objection to the adequacy of the proposed settlement," the directors said.

"The Delaware plaintiffs have shown no grounds for (an injunction), nor demonstrated that they will be irreparably harmed by this court's consideration of the proposed settlement," the directors added.

U.S. District Judge Kevin Castel in Manhattan will decide whether to approve the settlement.

Lead plaintiffs in the New York case supported the directors' request. These plaintiffs are the Hollywood (Florida) Police Officers' Retirement System and the Louisiana Municipal Police Employees' Retirement System.

In a Monday court filing, Michael Schwartz, a lawyer for the Delaware shareholders, said his clients will respond on May 4, as the judge had directed. Schwartz was not immediately available for further comment.

The Delaware shareholders have called the proposed payout "grossly inadequate," saying it represented just 4 percent of the directors' $500 million in insurance coverage.

Both cases are derivative lawsuits brought on behalf of Bank of America. Payouts would go to the Charlotte, North Carolina-based lender rather than to shareholders.

Castel also oversees nationwide shareholder class-action litigation involving the Merrill takeover. Defendants include Bank of America, Lewis and former Merrill CEO John Thain.

The Jan. 1, 2009, merger forced Bank of America to get a second federal bailout and contributed to a 93 percent drop in its share price over six months.

The cases are In re: Bank of America Corp Stockholder Derivative Litigation, Delaware Chancery Court, No. CA4307; and In re: Bank of America Corp Securities, Derivative, and Employee Retirement Income Security Act (PRISA) Litigation, U.S. District Court, Southern District of New York, No. 09-md-02058.

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Reuters: Mergers News: UPDATE 1-Integrated Device Technology to buy PLX for $330 mln

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UPDATE 1-Integrated Device Technology to buy PLX for $330 mln
Apr 30th 2012, 21:10

Mon Apr 30, 2012 5:10pm EDT

* Deal at a premium of 76 pct over PLX's Monday close

* PLX stockholders will get $3.50 in cash, 0.525 IDT shares

* PLX will get a "go shop" period for 30 days

* PLX shares up 69 pct, Integrated Device shares unchanged

April 30 (Reuters) - Analog chipmaker Integrated Device Technology Inc agreed to buy peer PLX Technology Inc for about $330 million, to expand its product portfolio and customer base.

The cash and stock offer of $7 a share is at a premium of 76 percent to PLX's Monday closing price of $3.98.

As part of the deal, PLX stockholders will get $3.50 in cash and 0.525 common shares of IDT for each outstanding share, the companies said in a joint statement.

PLX Technology designs and develops integrated circuits that are used by companies that sell electronic systems in the server, enterprise storage, and communications markets.

IDT expects the deal to add to adjusted earnings by the third fiscal quarter of 2013 with more significant addition by fiscal 2014.

The deal is expected to close in the first fiscal quarter of 2013.

PLX will get a "go shop" period for 30 days to solicit superior proposals, the companies said.

JP Morgan advised IDT On the deal, while Deutsche Bank was the adviser to PLX.

Separately, Integrated Device also acquired Fox Electronics for $30 million in an all-cash transaction.

PLX shares are up 69 percent in trading after the bell on Friday on the Nasdaq. Integrated Device shares closed at $6.77.

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Reuters: Mergers News: Integrated Device Technology to buy PLX for $330 mln

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Integrated Device Technology to buy PLX for $330 mln
Apr 30th 2012, 20:23

April 30 | Mon Apr 30, 2012 4:23pm EDT

April 30 (Reuters) - Analog chipmaker Integrated Device Technology Inc agreed to buy PLX Technology Inc for about $330 million in cash and stock.

The offer of $7 a share is at a premium of 72 percent to PLX's Friday closing price of $4.06.

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Reuters: Mergers News: TEXT-S&P: Pall Corp ratings, outlook unchanged by asset sale

Reuters: Mergers News
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TEXT-S&P: Pall Corp ratings, outlook unchanged by asset sale
Apr 30th 2012, 17:57

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Mon Apr 30, 2012 1:57pm EDT

  April 30 - Standard & Poor's Ratings Services today said that its ratings  and outlook on U.S.-based filtration equipment manufacturer Pall Corp.   (BBB/Positive/A-2) are not affected by the company's announcement that it will  sell assets of its blood collection, filtration, and processing product lines to  Haemonetics Corp. (not rated) for approximately $550 million. The company  expects the transaction to close in early fiscal 2013 (fiscal year ends in July)  and for aftertax proceeds to be $430 million at that time. The company has  indicated that acquisitions or    share repurchases are some potential uses of proceeds.              The sale will reduce product diversification. The sold business represents        about 10% of the company's trailing-12-month total segment profit. Still, we      believe Pall's remaining portfolio of businesses will continue to support a       "satisfactory" business risk profile assessment and has the potential to          support a higher rating, as we indicate by our positive outlook.  

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Reuters: Mergers News: ABB's takeover of Thomas & Betts gets US clearance

Reuters: Mergers News
Reuters.com is your source for breaking news, business, financial and investing news, including personal finance and stocks. Reuters is the leading global provider of news, financial information and technology solutions to the world's media, financial institutions, businesses and individuals. // via fulltextrssfeed.com
ABB's takeover of Thomas & Betts gets US clearance
Apr 30th 2012, 17:50

April 30 | Mon Apr 30, 2012 1:50pm EDT

April 30 (Reuters) - Swiss engineering group ABB Ltd received U.S. regulatory approval on Monday for its pending $3.9 billion acquisition of U.S. electrical components maker Thomas & Betts, ABB said in a statement.

The companies are still waiting on European Commission approval for the deal, part of ABB Chief Executive Joe Hogan's push to boost the company's presence in the United States.

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Reuters: Mergers News: TEXT-S&P takes actions on Energy Transfer Partners, Sunoco on sale

Reuters: Mergers News
Reuters.com is your source for breaking news, business, financial and investing news, including personal finance and stocks. Reuters is the leading global provider of news, financial information and technology solutions to the world's media, financial institutions, businesses and individuals. // via fulltextrssfeed.com
TEXT-S&P takes actions on Energy Transfer Partners, Sunoco on sale
Apr 30th 2012, 18:01

Mon Apr 30, 2012 2:01pm EDT

  Overview          -- U.S. midstream energy master limited partnership Energy Transfer          Partners (ETP) announced an agreement to purchase Sunoco Inc.   for $5.3 billion.              -- We are affirming our 'BBB-' corporate credit rating on ETP and    revising the outlook to stable from negative.          -- We are also placing the 'BB+' corporate credit rating on Sunoco on        CreditWatch with positive implications. We are also placing the 'BBB'     corporate credit rating on Sunoco Logistics Partners on CreditWatch with          negative implications.         -- The stable outlook on our rating for Energy Transfer Partners reflects    our expectation that its debt/EBITDA will be near or about 4.5x in the    long-term because we expect the company's more diversified mix of assets can      tolerate somewhat higher debt leverage for the rating than currently.               Rating Action     On April 30, 2012, Standard & Poor's Ratings Services affirmed its 'BBB-'         corporate credit rating Energy Transfer Partners L.P.'s (ETP) and revised the     outlook to stable from negative. We also placed the 'BB+' corporate credit        rating on Sunoco Inc. on CreditWatch with positive implications. In addition,     we placed the 'BBB' corporate credit rating on Sunoco Logistics Partners L.P.     on CreditWatch with negative implications. We affirmed the 'BB' corporate         credit rating on Energy Transfer Equity L.P. (ETE) and maintained the stable      outlook.                    Rationale         We have reviewed the $5.3 billion transaction and believe it will be slightly     positive for ETP's credit risk profile because it is broadly neutral to the       company's debt leverage measures. At the same time, it would extend ETP's         scale and enhance its competitive position across the natural gas, oil, and       natural gas liquids (NGL) value chain. The contribution from ETP's challenged     intrastate natural gas business will also notably decrease and be replaced by     Sunoco's more stable crude oil and refined products transportation assets.        ETP's EBITDA base will grow materially to about $3 billion with its overall       cash flow diversity notably improving, too. The transaction does, however,        lend further credence to ETP's highly aggressive growth strategy and that of      the ETE family of companies as a whole. ETP will fund the purchase with 50%       common units and 50% cash. Sunoco's $965 million of debt will remain      outstanding.                The CreditWatch listings on Sunoco and Sunoco Logistics reflect our       expectation that their corporate credit ratings will be in line with that of      ETP. Sunoco will be a wholly owned subsidiary, with ETP's management      controlling Sunoco and exerting significant control over Sunoco Logistics,        given its role as general partner. ETP will in essence control Sunoco     Logistics as its general partner and its role on the company's board of           directors. Sunoco Logistics is also ultimately controlled by ETE, through ETP,    so we feel its rating is limited to 'BBB-'.                 There is no effect on our rating and outlook on ETE. ETE's debt leverage          measures will improve slightly given the Sunoco addition. However, the    improvement is not sufficient to warrant a higher rating or positive outlook      at this time. We expect ETE's credit measures to remain appropriate for the       rating. We expect ETE's stand-alone debt/EBITDA to be about 3.5x in 2013          versus previous expectations of 3.75x. We also expect ETE's consolidated          debt/EBITDA to be just over 5x in 2013 versus previous expectations of about      5.5x.               We link the ratings on ETE and ETP, and ultimately Sunoco and Sunoco      Logistics, because several members of the management teams and boards of          directors overlap. In addition, ETE can, through its general partner interest,    significantly influence the business activities and financial policies,           including setting distribution levels.              We expect ETP's credit measures to remain broadly unchanged, with debt/EBITDA     near or about 4.5x in 2013. However, we still expected it to be elevated in       2012 at about 4.75x. ETP's greater size and cash flow diversity, however,         makes it more resilient to commodity price risk or pressure from any one of       its business lines. ETP's ability to maintain debt leverage at this level         depends on industry conditions and management's ability to integrate the          assets and realize synergies. In our view, however, the ETE family of     companies continues to pursue a highly aggressive growth strategy, which often    results in weak credit measures, particularly when we view them on a trailing     12-month basis. At the same time, we recognize that the company has been          willing to issue equity and fund transactions in such a way as to preserve the    current ratings.                    The new ETP will have greater asset and geographic diversity with the     following business lines:              -- Intrastate natural gas pipelines (about 26% of pro forma cash flow),           -- Interstate natural gas pipelines (25%),                -- Crude oil and refined products (20%),          -- Midstream and NGLs (19%), and          -- Retail (10%).               ETP previously had high exposure to natural gas prices and commodity price        differentials. With the recent Louis Dreyfus acquisition and the pending          Sunoco purchase, the partnership will now have more exposure to NGLs and crude    oil infrastructure, which, given the pricing disparity between NGLs and           natural gas, should serve the partnership well in coming years.             CreditWatch       We expect to resolve the positive CreditWatch on Sunoco and the negative          CreditWatch on Sunoco Logistics when the transaction is complete in the third     or fourth quarter of 2012. We have reviewed the transaction and expect to         raise Sunoco's corporate credit rating to 'BBB-' and lower Sunoco Logistics'      corporate credit rating to 'BBB-', both in line with that of ETP.                   Outlook   Energy Transfer Partners          The stable outlook on our rating for ETP reflects our expectation that its        debt/EBITDA will be near or about 4.5x in the long term because we expect the     company's more diversified mix of assets can tolerate somewhat higher debt        leverage for the rating than currently. We also expect the partnership to         manage and finance its capital spending program while keeping an adequate         liquidity position. We could lower the rating if it appears that ETP will         sustain its debt to EBITDA ratio at or above 4.75x. We do not currently           contemplate a higher rating unless there is sustained improvement in credit       measures. Specifically, ETP would need to maintain debt to EBITDA below 4x to     4.25x for a sustained period to warrant an upgrade.                 Energy Transfer Equity    The stable rating outlook on ETE reflects our expectation for continued           stability in the distribution payments it receives from its ownership     interests in ETP, Southern Union Gas Co., and Regency Energy Partners L.P.. We    expect ETE to slightly deleverage its balance sheet following the Southern        Union transaction, with stand-alone and consolidated debt to EBITDA of roughly    3.5x and 5.5x, respectively. However, we expect debt leverage to improve          further when the Sunoco transaction is complete. We could lower the ratings on    ETE if it sustains its stand-alone or consolidated debt to EBITDA ratios above    4x and 6x, respectively, or if it pursues large acquisitions that do not          improve its business risk or consolidated cash flow profile. A downgrade of       ETP would not necessarily lead to a lower rating on ETE unless we believe         there is a greater risk that distributions to ETE will decrease. We are not       contemplating higher ratings on ETE, absent a materially more conservative        financial policy.                   Related Criteria And Research     Key Credit Factors: Criteria For Rating The Global Midstream Energy Industry,     April 18, 2012              Ratings List      Ratings Affirmed; Outlook Revised                                        To                 From    Energy Transfer Partners L.P.     Corporate credit rating        BBB-/Stable/--     BBB-/Negative    Senior unsecured              BBB-                 Ratings Affirmed                    Energy Transfer Equity L.P.       Corporate credit rating        BB/Stable/--        Senior secured                BB           Recovery rating              3                    Ratings Placed On CreditWatch               Sunoco Inc.       Corporate credit rating        BB+/Watch Pos/--    BB+/Stable/--           Senior unsecured              BB+          Recovery rating              4                    Sunoco Logistics Partners L.P.    Corporate credit rating        BBB/Watch Neg/--    BBB/Stable/--                    Sunoco Logistics Partners Operations L.P.         Corporate credit rating        BBB/Watch Neg/--    BBB/Stable/--           Senior unsecured              BBB/Watch Neg       BBB                        Complete ratings information is available to subscribers of RatingsDirect on      the Global Credit Portal at www.globalcreditportal.com. All ratings affected      by this rating action can be found on Standard & Poor's public Web site at        www.standardandpoors.com. Use the Ratings search box located in the left          column.  
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Reuters: Mergers News: Laep-led group may bid for Brazil power firm Celpa

Reuters: Mergers News
Reuters.com is your source for breaking news, business, financial and investing news, including personal finance and stocks. Reuters is the leading global provider of news, financial information and technology solutions to the world's media, financial institutions, businesses and individuals. // via fulltextrssfeed.com
Laep-led group may bid for Brazil power firm Celpa
Apr 30th 2012, 18:12

Mon Apr 30, 2012 2:12pm EDT

* Laep-led group mulls bid as Celpa faces bankruptcy

* Buyout firm specialized in deals with distressed firms

* Celpa to present debt restructuring plan on May 7

By Guillermo Parra-Bernal and Anna Flávia Rochas

SAO PAULO, April 27 (Reuters) - A group of Brazilian and foreign investors led by buyout firm Laep Investments may bid for Brazilian power distributor Celpa, betting that a bold turnaround could save the debt-laden company from near-bankruptcy.

Laep, a private equity firm that invests mainly in distressed companies, may team up with two energy funds from the United States and one from Canada to bid for Celpa, Luiz Cezar Fernandes, chief executive for São Paulo-based Laep, told Reuters. He declined to elaborate on potential terms.

Celpa, a unit of power holding company Rede Energia serving the northern state of Pará, filed for bankruptcy protection in February, citing "a worsening financial and economic situation." On May 7, the company will present a debt restructuring plan to a court in that state that analysts say could force creditors to accept losses and give Celpa more time to pay its debt.

The Laep-led group would be in a position to offer more for Celpa assets than other potential bidders, facilitating an accord between creditors and Jorge Queiroz Jr., Rede Energia's controlling shareholder, Fernandes said. In April, Rede pledged to reach out to creditors to seek an out-of-court restructuring.

The lack of firm bids is preventing Queiroz, also Rede Energia's chairman, from selling part or all of its 54 percent stake. In recent weeks, the government decided against bailing out Celpa, sparking a tumble in its bonds. Queiroz's stake in Rede, whose debt almost tripled to $3.4 billion over the past five years, is valued at $600 million by some analysts.

The restructuring plan seeks to help Rede Energia prevent cross-default clauses from hampering the group in the event of a Celpa default. Lack of support from bond and shareholders could drag on Rede Energia's finances, analysts said.

Fernandes declined to name the partners in a potential offer for Celpa. A bid could take place independently of the success of Celpa's debt restructuring plan in court, he added.

The media offices of Celpa and Rede Energia declined to comment. A court-appointed lawyer who is overseeing the Celpa case did not answer calls to his mobile phone seeking comment.

Rede Energia's assets were considered not long ago a takeover target as the government and private companies boost their market share in power distribution, a segment in which bigger scale offsets the outlook for lower revenue in coming years. Consolidation is key for the companies, known as DisCos, to gain financial and operating muscle.

Rede Energia hired Rothschild & Co as its financial adviser on the debt restructuring talks.

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